If I act as a nominee director for someone else's Ontario corporation, can I still face personal liability?

Yes. A nominee director — someone placed on a board to represent the interests of a particular shareholder, lender, or appointing party — is a director of the corporation just like any other director, with the full range of duties and personal liabilities that entails. Acting as a nominee does not reduce your duties to the corporation or provide a defence to statutory personal liability.

This creates a tension that nominee directors must navigate carefully. You owe a fiduciary duty to the corporation — not to the person or entity who appointed you. If the corporation's best interests diverge from your appointer's interests, you must act in the corporation's interest, even if that means voting against the appointing party's wishes. A nominee director who simply executes the instructions of their appointer, without exercising independent judgment, may breach the fiduciary duty to the corporation.

On the liability side, a nominee director faces wage liability, source deduction liability, environmental exposure, and all other forms of director personal liability equally with fellow board members. Claiming you were just a nominee, or that you deferred all decisions to the "real" controlling person, will not typically succeed as a defence. Before agreeing to serve as a nominee director, assess the corporation's financial health and compliance record, ensure D&O insurance is in place, and get legal advice on what your service entails in practice.